Equatorial Palm Oil plc Placing; Notice of GM; Appointment of Joint Broker (6382W)
August 20 2020 - 1:00AM
UK Regulatory
TIDMPAL
RNS Number : 6382W
Equatorial Palm Oil plc
20 August 2020
20 August 2020
Equatorial Palm Oil plc
("the Company")
Placing of GBP400,000, Notice of GM and Appointment of Joint
Broker
Equatorial Palm Oil plc (AIM: PAL), the Rule 15 cash shell,
announces that to enable the Company to explore new corporate
opportunities and to provide additional working capital, the
Company has raised GBP400,000 (before expenses) through a placing
(the "Initial Placing") of 100,000,000 New Ordinary Shares of 0.01p
each ("Placing Shares") at a price of 0.4 pence per Placing Share
(the "Placing Price"). The Company has entered into a placing
agreement ("Placing Agreement") with Brandon Hill Capital Ltd (as
joint broker and sole bookrunner) ("Brandon Hill") pursuant to
which Brandon Hill agreed to arrange the Initial Placing.
Completion of the Initial Placing is conditional upon the
satisfaction of the conditions contained in the Placing Agreement
including but not limited to, the Placing Shares being admitted to
AIM and shareholder approval being given for a re-organisation of
the Company's share capital to reduce the nominal of value of the
Company's ordinary shares to 0.01 pence per ordinary shares ("New
Ordinary Shares") at a general meeting to be held at 10.00 a.m. on
8 September 2020 (the "Re-Organisation Resolution"). A circular
("Circular") convening the general meeting (the "General Meeting")
is expected to be sent to shareholders tomorrow.
Highlights:
-- Initial Placing to raise GBP400,000 (before expenses),
conditional on the Placing Shares being admitted to trading on AIM
and the Re-Organisation Resolution being passed at the General
Meeting.
-- Placing net proceeds to be used to explore corporate
opportunities and for working capital purposes.
-- Appointment of Brandon Hill Capital as joint broker.
Placing
The Company is pleased to announce that it has raised
GBP400,000, before expenses, through a placing arranged by Brandon
Hill Capital, conditional on the Placing Shares being admitted to
trading on AIM and the Re-Organisation Resolutions being passed at
the General Meeting (the "Initial Placing").
Each of the participants in the Initial Placing (the "Placees")
have also agreed to a further commitment of GBP400,000 in aggregate
(the "Further Commitment"). Completion of the Further Commitment is
conditional upon the satisfaction of the conditions contained in
the Placing Agreement including but not limited to completion of
the Initial Placing and the Company undertaking either:
(1) an acquisition or acquisitions which constitutes a reverse
takeover under AIM Rule 14 (including seeking re-admission under
the AIM Rules for Companies ("Re-Admission")), or
(2) the Company seeking to become an investing company pursuant
to AIM Rule 8, which requires, inter alia, the raising of at least
GBP6 million and the publication of an admission document (either
being a "Re-Admission Transaction") within six months of 10 June
2020.
Pursuant to the Further Commitment, the Placees have agreed to
subscribe for such number of New Ordinary Shares in the Company
which is equal to the Further Commitment divided by the price of
the New Ordinary Shares on Re-Admission (the "Further
Placing").
In addition, Placees participating in the Further Placing shall
be granted one warrant to subscribe for one New Ordinary Share for
every one ordinary share subscribed for under the Further Placing
(up to an aggregate of 100,000,000 warrants) which shall be
exercisable at 0.4 pence per share during the period of three years
from the date of the Further Placing.
Broker Appointment
The Company is pleased to announce the appointment of Brandon
Hill Capital Limited as joint broker to the Company with immediate
effect.
Brandon Hill has been issued with 5,000,000 broker warrants
exercisable at the Placing Price for a period of 3 years from
Admission of the Placing Shares.
The Company intends to use the proceeds of the Initial Placing
to fund the exploration of corporate opportunities and for working
capital generally.
Expected Timetable
General Meeting 10.00am on 8 September
Capital Reorganisation effective 6.00 pm on 8 September
Admission of New Ordinary Shares (following Capital
Reorganisation) 8.00 am on 9 September
Admission of Placing Shares 8.00am on 10 September
Admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares to trading on AIM. It is expected
that Admission will become effective and dealings in the Placing
Shares commence at 8.00 a.m. on or around 10 September 2020.
Following the issue of the Placing Shares, and for the purposes
of the Disclosure Guidance and Transparency Rules, the Company's
total issued share capital on Admission will consist of 456,277,502
Ordinary Shares.
The above figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company, under the Disclosure Guidance and Transparency
Rules.
For further information, please contact:
+44 (0) 20 7628
Equatorial Palm Oil Plc 4874
Michael Frayne (Executive Chairman)
+44 (0) 20 7409
SPARK Advisory Partners Limited (Nominated Adviser) 3494
Neil Baldwin
+44 (0) 20 7484
Mirabaud Securities Limited (Joint Broker) 3510
Peter Krens
Brandon Hill Capital Limited (Joint Broker) +44 (0) 20 3463
5000
Jonathan Evans/Oliver Stansfield
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contact rns@lseg.com or visit www.rns.com.
END
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